UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM 10-Q _______________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-15401 ____________________________________________________________________________________________________________ ENERGIZER HOLDINGS, INC. (Exact name of registrant as specified in its charter) Missouri 43-1863181 (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 533 Maryville University Drive St. Louis, Missouri 63141 (Address of principal executive offices) (Zip Code) (314) 985-2000 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o (Do not check if smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x Indicate the number of shares of Energizer Holdings, Inc. common stock, $.01 par value, outstanding as of the close of business on December 31, 2014: 62,139,639. 1
INDEX Page PART I — FINANCIAL INFORMATION Item 1. Financial Statements Unaudited Consolidated Statements of Earnings and Comprehensive Income (Condensed) for the Three Months Ended December 31, 2014 and 2013 3 Unaudited Consolidated Balance Sheets (Condensed) as of December 31, 2014 and September 30, 2014 4 Unaudited Consolidated Statements of Cash Flows (Condensed) for the Three Months Ended December 31, 2014 and 2013 5 Notes to Unaudited Condensed Financial Statements 6 Items 2 and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Quantitative and Qualitative Disclosures About Market Risk 34 Item 4. Controls and Procedures 45 PART II — OTHER INFORMATION Item 1. Legal Proceedings 46 Item 1A. Risk Factors 46 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 46 Item 6. Exhibits 47 SIGNATURES 48 EXHIBIT INDEX 49 2
PART I - FINANCIAL INFORMATION Item 1. Financial Statements. ENERGIZER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (Condensed) (In millions, except per share data - Unaudited) Quarter Ended December 31, 2014 2013 Net sales $ 1,038.4 $ 1,113.9 Cost of products sold 549.2 602.1 Gross profit 489.2 511.8 Selling, general and administrative expense 218.3 203.5 Advertising and sales promotion expense 85.1 81.0 Research and development expense 22.0 21.9 Spin restructuring 2.8 — 2013 restructuring (0.5) 24.4 Interest expense 28.7 31.2 Other financing items, net (3.4) (2.0) Earnings before income taxes 136.2 151.8 Income tax provision 31.1 43.9 Net earnings $ 105.1 $ 107.9 Basic net earnings per share $ 1.70 $ 1.73 Diluted net earnings per share $ 1.69 $ 1.71 Statement of Comprehensive Income: Net earnings $ 105.1 $ 107.9 Other comprehensive income/(loss), net of tax Foreign currency translation adjustments (62.3) 0.2 Pension/postretirement activity, net of tax of $2.0 and $1.5, respectively 4.3 2.8 Deferred gain on hedging activity, net of tax of $1.9 and $0.9, respectively. 4.6 1.4 $ 51.7 $ 112.3 Total comprehensive income See accompanying Notes to (Unaudited) Condensed Financial Statements 3
ENERGIZER HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Condensed) (In millions - Unaudited) December 31, September 30, 2014 2014 Assets Current assets Cash and cash equivalents $ 1,131.6 $ 1,129.0 Trade receivables, less allowance for doubtful accounts of $13.8 and $13.4, respectively 456.0 495.0 Inventories 643.1 616.9 Other current assets 537.0 488.7 Total current assets 2,767.7 2,729.6 Property, plant and equipment, net 742.4 751.7 Goodwill 1,478.4 1,487.4 Other intangible assets, net 1,837.2 1,847.3 Other assets 107.1 112.7 $ 6,932.8 $ 6,928.7 Total assets Liabilities and Shareholders' Equity Current liabilities Current maturities of long-term debt $ 220.0 $ 230.0 Notes payable 484.2 289.5 Accounts payable 342.1 397.1 Other current liabilities 574.9 657.1 Total current liabilities 1,621.2 1,573.7 Long-term debt 1,699.0 1,768.9 Deferred income tax liabilities 487.1 471.1 Other liabilities 586.0 592.7 Total liabilities 4,393.3 4,406.4 Shareholders' equity Common stock 0.7 0.7 Additional paid-in capital 1,626.6 1,641.3 Retained earnings 1,447.0 1,373.0 Treasury stock (210.3) (221.6) Accumulated other comprehensive loss (324.5) (271.1) Total shareholders' equity 2,539.5 2,522.3 Total liabilities and shareholders' equity $ 6,932.8 $ 6,928.7 See accompanying Notes to (Unaudited) Condensed Financial Statements 4
ENERGIZER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed) (In millions - Unaudited) Three Months Ended December 31, 2014 2013 Cash Flow from Operating Activities Net earnings $ 105.1 $ 107.9 Non-cash restructuring costs related to asset impairment/ accelerated depreciation 1.4 4.4 Depreciation and amortization 33.2 33.4 Non-cash items included in income, net 8.9 47.3 Other, net 3.7 7.1 Changes in current assets and liabilities used in operations (184.3) (149.0) Net cash (used by)/from operating activities (32.0) 51.1 Cash Flow from Investing Activities Capital expenditures (15.3) (20.3) Acquisitions, net of cash acquired (11.1) (185.3) Proceeds from sale of assets 1.8 3.5 Net cash used by investing activities (24.6) (202.1) Cash Flow from Financing Activities Cash payments on debt with original maturities greater than 90 days (80.0) — Net increase in debt with original maturities of 90 days or less 188.2 58.3 Cash dividends paid (31.1) (31.3) Proceeds from issuance of common stock, net 1.4 2.0 Excess tax benefits from share-based payments 8.4 4.0 Net cash from financing activities 86.9 33.0 Effect of exchange rate changes on cash (27.7) 1.2 Net increase/(decrease) in cash and cash equivalents 2.6 (116.8) Cash and cash equivalents, beginning of period 1,129.0 998.3 Cash and cash equivalents, end of period $ 1,131.6 $ 881.5 See accompanying Notes to (Unaudited) Condensed Financial Statements 5
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